03/29/2023 | Press release | Distributed by Public on 03/29/2023 13:30
March , 2023
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Registration Statement Nos. 333-236659 and 333-236659-01; Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
Structured Investments
Digital Barrier Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index
and the S&P 500® Index due May 3, 2024
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a fixed return of at least 10.25% at maturity if the Final Value of the least
performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index, which we refer to as the Indices,
is greater than or equal to 70.00% of its Initial Value, which we refer to as a Barrier Amount.
●Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principal
amount at maturity.
●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment
on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of
JPMorgan Chase & Co., as guarantor of the notes.
●Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes are expected to price on or about March 31, 2023 and are expected to settle on or about April 5, 2023.
●CUSIP: 48133VMN7
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$
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$
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Total
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$
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$
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$
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(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it
receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $22.25 per $1,000 principal
amount note. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
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Issuer: JPMorgan Chase Financial Company LLC, an
indirect, wholly owned finance subsidiary of JPMorgan
Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The NASDAQ-100 Index® (Bloomberg ticker: NDX),
the Russell 2000® Index (Bloomberg ticker: RTY) and the
S&P 500® Index (Bloomberg ticker: SPX)
Contingent Digital Return: At least 10.25% (to be provided
in the pricing supplement)
Barrier Amount:With respect to each Index, 70.00% of its
Initial Value
Pricing Date: On or about March 31, 2023
Original Issue Date (Settlement Date): On or about April 5,
2023
Observation Date*: April 30, 2024
Maturity Date*: May 3, 2024
* Subject to postponement in the event of a market
disruption event and as described under "General Terms of
Notes - Postponement of a Determination Date - Notes
Linked to Multiple Underlyings" and "General Terms of Notes
- Postponement of a Payment Date" in the accompanying
product supplement
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Payment at Maturity:
If the Final Value of each Index is greater than or equal to its
Barrier Amount, your payment at maturity per $1,000
principal amount note will be calculated as follows:
$1,000 + ($1,000 × Contingent Digital Return)
If the Final Value of any Index is less than its Barrier
Amount, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Least Performing Index Return)
If the Final Value of any Index is less than its Barrier
Amount, you will lose more than 30.00% of your principal
amount at maturity and could lose all of your principal
amount at maturity.
Least Performing Index: The Index with the Least
Performing Index Return
Least Performing Index Return: The lowest of the Index
Returns of the Indices
Index Return: With respect to each Index,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Index, the closing level of
that Index on the Pricing Date
Final Value: With respect to each Index, the closing level of
that Index on the Observation Date
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PS-1 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the NASDAQ-100
Index®, the Russell 2000® Index and the S&P 500® Index
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Final Value of the
Least Performing
Index
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Least Performing
Index Return
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Total Return on the Notes
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Payment at Maturity
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180.00
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80.00%
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10.25%
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$1,102.50
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165.00
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65.00%
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10.25%
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$1,102.50
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150.00
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50.00%
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10.25%
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$1,102.50
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140.00
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40.00%
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10.25%
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$1,102.50
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130.00
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30.00%
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10.25%
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$1,102.50
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120.00
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20.00%
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10.25%
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$1,102.50
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110.25
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10.25%
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10.25%
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$1,102.50
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110.00
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10.00%
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10.25%
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$1,102.50
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105.00
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5.00%
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10.25%
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$1,102.50
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101.00
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1.00%
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10.25%
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$1,102.50
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100.00
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0.00%
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10.25%
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$1,102.50
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95.00
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-5.00%
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10.25%
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$1,102.50
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90.00
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-10.00%
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10.25%
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$1,102.50
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80.00
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-20.00%
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10.25%
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$1,102.50
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70.00
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-30.00%
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10.25%
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$1,102.50
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69.99
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-30.01%
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-30.01%
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$699.90
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60.00
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-40.00%
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-40.00%
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$600.00
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50.00
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-50.00%
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-50.00%
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$500.00
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40.00
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-60.00%
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-60.00%
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$400.00
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30.00
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-70.00%
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-70.00%
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$300.00
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20.00
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-80.00%
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-80.00%
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$200.00
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10.00
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-90.00%
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-90.00%
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$100.00
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0.00
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-100.00%
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-100.00%
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$0.00
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PS-2 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the NASDAQ-100
Index®, the Russell 2000® Index and the S&P 500® Index
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PS-3 | Structured Investments
|
|
Digital Barrier Notes Linked to the Least Performing of the NASDAQ-100
Index®, the Russell 2000® Index and the S&P 500® Index
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PS-4 | Structured Investments
|
|
Digital Barrier Notes Linked to the Least Performing of the NASDAQ-100
Index®, the Russell 2000® Index and the S&P 500® Index
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PS-5 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the NASDAQ-100
Index®, the Russell 2000® Index and the S&P 500® Index
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Historical Performance of the NASDAQ-100 Index®
Source: Bloomberg
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Historical Performance of the Russell 2000® Index
Source: Bloomberg
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PS-6 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the NASDAQ-100
Index®, the Russell 2000® Index and the S&P 500® Index
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Historical Performance of the S&P 500® Index
Source: Bloomberg
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PS-7 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the NASDAQ-100
Index®, the Russell 2000® Index and the S&P 500® Index
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PS-8 | Structured Investments
|
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Digital Barrier Notes Linked to the Least Performing of the NASDAQ-100
Index®, the Russell 2000® Index and the S&P 500® Index
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PS-9 | Structured Investments
|
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Digital Barrier Notes Linked to the Least Performing of the NASDAQ-100
Index®, the Russell 2000® Index and the S&P 500® Index
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